<PAGE>   1
                                                                     Exhibit 4.9

                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT


         This Agreement (the "AGREEMENT") is made as of June 30, 1998 by and
among Precision Optics Corporation, Inc. a Massachusetts corporation (the
"COMPANY") and Special Situations Private Equity Fund, L.P., a Delaware limited
partnership, and Special Situations Technology Fund, L.P., a Delaware limited
partnership (collectively, the "INVESTORS").

         WHEREAS, pursuant to a Stock Subscription Agreement dated as of
June 30, 1998 by and among the Company and the Investors (the "SUBSCRIPTION
AGREEMENT"), the Investors have purchased from the Company an aggregate of
500,000 shares (the "SHARES") of the common stock, $0.01 par value per share, of
the Company (the "COMMON STOCK") and warrants (the "WARRANTS") exercisable for
an additional aggregate of 500,000 shares (the "WARRANT SHARES") of Common
Stock; and

         WHEREAS, the Company and the Investors wish to provide certain
arrangements with respect to the registration of the Shares and the Warrant
Shares under the Securities Act;

         NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties agree as follows:

1.  DEFINITIONS.

         "COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act or the Exchange Act.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder, and any successor to
such statute or such rules and regulations.

         "FORM S-3", "FORM S-4" and "FORM S-8" mean respective forms under the
Securities Act and any successor registration forms.

         "REGISTER", "REGISTERED", and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act and the automatic effectiveness or the
declaration or ordering of effectiveness of such registration statement or
document.

         "REGISTRABLE SECURITIES" means (i) the Shares and the Warrant Shares
and (ii) any common stock or other securities issued or issuable with respect to
any Registrable Securities by way of stock dividend or stock split or in
connection with a combination of shares,

<PAGE>   2
recapitalization, merger, consolidation or other reorganization or otherwise.
Registrable Securities shall cease to be Registrable Securities (i) when a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement or (ii) if earlier,
on the second anniversary of the exercise in full or earlier termination of the
Warrant. For purposes of this Agreement, the number of shares of Registrable
Securities outstanding at any time shall be determined by adding the number of
Shares outstanding which are, and the maximum number of Warrant Shares which
upon issuance would be, Registrable Securities.

         "REGISTRATION EXPENSES" means all expenses incident to performance of
or compliance with Sections 2 and 3 hereof by the Company, including without
limitation all registration and filing fees, all listing fees, all fees and
expenses of complying with securities or blue sky laws, all printing and
automated document preparation expenses, all messenger and delivery expenses,
the fees and disbursements of counsel for the Company and of its independent
public accountants, including the expenses of any special audits required by or
incident to such performance and compliance, and the fees and disbursements of
counsel for the Investors, but excluding applicable transfer taxes, if any,
which shall be borne by the sellers of the Registrable Securities in all cases.

         "RULE 144" means Rule 144 promulgated under the Securities Act, as
amended, and any successor rule or regulation thereto.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, and any successor to such
statute or such rules and regulations.

2.  REQUIRED REGISTRATION.

         2.1 REGISTRATION OF SHARES AND WARRANT SHARES. Upon the issuance to the
Investors of the Shares in accordance with the terms and conditions of the
Subscription Agreement, the Company will use its best efforts to effect, prior
to December 31, 1998 but in no event earlier than October 23, 1998, the
registration under the Securities Act of such Shares and the Warrant Shares.

         2.2 POSTPONEMENT. The Company may postpone for a period of up to 60
days the filing of any registration required pursuant to Section 2.1 (regardless
of whether such 60 day period ends after December 31, 1998) if the Board of
Directors of the Company in good faith determines that such registration is
likely to have an adverse effect on any plan, proposal or agreement by the
Company with respect to any financing, acquisition, recapitalization,
reorganization or other material transaction or development.

         2.3 PAYMENT OF EXPENSES. The Company hereby agrees to pay all
Registration Expenses in connection with all registrations effected pursuant to
this Section 2. However, the



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Company shall not be required to pay for any expenses of such registration
proceeding if the registration request is withdrawn at any time at the request
of the Investors (in which case the Investors shall bear such expenses).

3.  REGISTRATION PROCEDURES. If and whenever the Company is required to use its
best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Section 2 hereof, the Company will as
expeditiously as reasonably possible:

         3.1 REGISTRATION STATEMENT. Prepare and file with the Commission a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective. Each
registration requested pursuant to Section 2 shall be effected by the filing of
a registration statement on Form S-3 (or such other form as the Company may be
eligible to file in the event it is not eligible to effect the registration of
the resale of its securities on Form S-3), unless the use of a different form
has been agreed to in writing by the Company and the Investors. Such
registration statement shall be for an offering to be made on a continuous or
delayed basis (a so-called "shelf registration statement").

         3.2 AMENDMENTS AND SUPPLEMENTS TO REGISTRATION STATEMENT. Prepare and
file with the Commission such amendments and supplements to such registration
statements and the prospectuses used in connection therewith as may be necessary
to keep such registration statements effective and to comply with the provisions
of the Securities Act with respect to the disposition of all Registrable
Securities and other securities, if any, covered by such registration statements
until the earlier of (i) such time as all of such Registrable Securities have
been disposed of in accordance with the intended methods of disposition by the
Investors set forth in such registration statement or (ii) the second
anniversary of the exercise in full or earlier termination of the Warrant.

         3.3 COOPERATION. Use its best efforts to cooperate with the Investors
in the disposition of the Common Stock covered by such registration statement.

         3.4 FURNISHING OF COPIES OF REGISTRATION STATEMENTS AND OTHER
DOCUMENTS. Furnish to the Investors such number of conformed copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits, except that the Company shall not be obligated
to furnish the Investors with more than two copies of such exhibits other than
incorporated documents), such number of copies of the prospectus included in
such registration statement (including each preliminary prospectus and any
summary prospectus), each in conformity with the requirements of the Securities
Act, such documents incorporated by reference in such registration statement or
prospectus and such other documents as the Investors may reasonably request in
order to facilitate the disposition of their Registrable Securities covered by
such registration statement.

         3.5 STATE SECURITIES LAWS. Use its best efforts to register or qualify
such Registrable Securities under such securities or blue sky laws of such
jurisdictions as the Investors shall



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reasonably request, and do any and all other acts and things which may be
necessary or advisable to enable the Investors to consummate the disposition in
such jurisdictions of their Registrable Securities covered by such registration
statement; PROVIDED, HOWEVER, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or subject the Company to taxation in any jurisdiction in which it is not so
qualified.

         3.6 NOTICE OF PROSPECTUS DEFECTS. Immediately notify the Investors when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing, and at the request of the Investors prepare
and furnish to them a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

         3.7 GENERAL COMPLIANCE WITH FEDERAL SECURITIES LAWS. Otherwise use its
best efforts to comply with the Securities Act, the Exchange Act and any other
applicable rules and regulations of the Commission, and make available to its
securities holders, as soon as reasonably practicable, an earning statement
covering the period of at least 12 months after the effective date of such
registration statement, which earning statement shall satisfy Section 11(a) of
the Securities Act and any applicable regulations thereunder, including Rule
158.

         3.8 EXCHANGE LISTING. Use its best efforts to list such Registrable
Securities on the Nasdaq Small Cap Market, if such Registrable Securities are
not already so listed.

         3.9 TRANSFER AGENT. Provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement.

         3.10 SELLER INFORMATION. The Company may require the Investors to
furnish the Company such information regarding the Investors and the
distribution of the Registrable Securities as the Company may from time to time
reasonably request in writing and which shall be required by the Securities Act
(or similar state laws) or by the Commission in connection therewith.

4.  ADDITIONAL ISSUANCE. In the event that the registration statement filed
pursuant to Section 3.1 is not declared effective on or prior to December 31,
1998 (the "DEFAULT DATE"), the Company will issue and deliver, free of charge
and without cost, to the Investors (i) within 10 business days of the Default
Date, (x) certificates representing a number of fully paid, nonassessable shares
of Common Stock equal to the aggregate of 2.0% of the Shares and (y) a



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warrant exercisable (on the same terms and conditions as are then applicable to
the Warrant) for a number of fully paid, nonassessable shares of Common Stock
equal to the aggregate of 2.0% of the Warrant Shares and (ii) within 10 business
days of the last date of each additional 30-day period in which such
registration statement shall not have been declared effective, (x) additional
certificates representing a number of fully paid, non-assessable shares of
Common Stock equal to the aggregate of 2.0% of the Shares and (y) an additional
warrant exercisable (on the same terms and conditions as are then applicable to
the Warrant) for a number of fully paid, nonassessable shares of Common Stock
equal to the aggregate of 2.0% of the Warrant Shares. Shares and warrants issued
pursuant to this Section 4 shall be allocated to the Investors pro rata based on
the number of Shares purchased by each pursuant to the Subscription Agreement.
Any and all shares of Common Stock issued, and any and all shares of Common
Stock issuable upon exercise of warrants issued, pursuant to this Section 4
shall constitute "Registrable Securities," and the Company shall be required to
register them under the Securities Act in accordance with the provisions of this
Agreement. The remedies set forth in this Section 4 shall be in addition to, and
not in limitation of, any other rights and remedies available to the Investors
under this Agreement and applicable law.

5.  BLACKOUT PERIOD. Upon written notice by the Company while any registration
statement filed pursuant to Section 2 is effective, if it is determined in good
faith by the Company's Board of Directors that in its reasonable judgment the
obligation of the Company to comply with the disclosure requirements of the
Securities Act would interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or would
require premature disclosure thereof, the Investors will not for a period of 60
days (a "BLACKOUT PERIOD") or, if shorter, until the Company notifies the
Investors in writing that the Blackout Period is terminated, sell any
Registrable Securities pursuant to any such registration statement. Each notice
given pursuant to this Section 5 shall contain an approximation of the
anticipated length of the Blackout Period, which shall not be longer than is
reasonably required and in any event not longer than 60 days. Promptly upon the
Company's determination that a Blackout Period is no longer necessary, the
Company will notify the Investors in writing that the Blackout Period has
terminated. In no event shall the Company give notice of a Blackout Period more
than once in any 180-day period.

6.  INDEMNIFICATION AND CONTRIBUTION.

         6.1 INDEMNITIES TO THE INVESTORS. In the event of any registration of
any Registrable Securities under the Securities Act pursuant to Section 2
hereof, the Company will, and hereby does, indemnify and hold harmless the
Investors, its partners, directors and officers, and each other person, if any,
who controls the Investors within the meaning of Section 15 of the Securities
Act (each such Person being referred to herein as a "COVERED PERSON"), against
any losses, claims, damages or liabilities, joint or several, to which such
Covered Person may be or become subject under the Securities Act, the Exchange
Act, any other securities or other law of any jurisdiction, common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any



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untrue statement or alleged untrue statement of any material fact contained or
incorporated by reference in any registration statement under the Securities
Act, any preliminary prospectus or final prospectus included therein, or any
related summary prospectus, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such
Covered Person for any legal or any other expenses incurred by it in connection
with investigating or defending any such loss, claim, damage, liability, action
or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any
Covered Person in any such case for any such loss, claim, damage, liability,
action or proceeding (i) to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement or incorporated
document, in reliance upon and in conformity with written information furnished
to the Company or on behalf of such Covered Person expressly for inclusion
therein or (ii) in the case of a sale directly by the Investors of Registrable
Securities, such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected in a
final or amended prospectus and the Investors failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation of the sale of the
Registrable Securities to the person asserting any such loss, claim, damage or
liability in any case in which such delivery is required by the Securities Act.
The indemnities of the Company contained in this Section 6.1 shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Covered Person and shall survive any transfer of Registrable Securities.

         6.2 INDEMNITIES TO THE COMPANY. In the event of any registration of
Registrable Securities under the Securities Act pursuant to Section 2 hereof,
the Investors, jointly and severally, will, and hereby do, indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section 6.1
hereof) the Company, each director of the Company, each officer of the Company
who shall sign such registration statement and each other person (other than the
Investors), if any, who controls the Company within the meaning of Section 15 of
the Securities Act, with respect to any untrue statement in or omission from
such registration statement, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, or any document
incorporated therein, if such statement or omission was made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of the Investors expressly for inclusion therein, provided that the
Investors shall not be liable to the Company in any case in which such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and the Company failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case in which
such delivery is required by the Securities Act. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling person and shall
survive any transfer of Registrable Securities.



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         6.3 INDEMNIFICATION PROCEDURES. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim of the type referred to in the foregoing provisions of this
Section 6, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, give written notice to each such
indemnifying party of the commencement of such action; PROVIDED, HOWEVER, that
the failure of any indemnified party to give notice to such indemnifying party
as provided herein shall not relieve such indemnifying party of its obligations
under the foregoing provisions of this Section 6, except and solely to the
extent that such indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
each indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified,
to the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to such an indemnifying party), and after notice from an
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party will not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the
indemnified party reasonably determines that there may be a conflict between the
positions of such indemnifying party and the indemnified party in conducting the
defense of such action or that there may be defenses available to such
indemnified party different from or in addition to those available to such
indemnifying party, then counsel for the indemnified party shall conduct the
defense to the extent reasonably determined by such counsel to be necessary to
protect the interests of the indemnified party and such indemnifying party shall
employ separate counsel for its own defense, (ii) in any event, the indemnified
party shall be entitled to have counsel chosen by such indemnified party
participate in, but not conduct, the defense and (iii) the indemnifying party
shall bear the legal expenses incurred in connection with the conduct of, and
the participation in, the defense as referred to in clauses (i) and (ii) above.
If, within a reasonable time after receipt of the notice, such indemnifying
party shall not have elected to assume the defense of the action, such
indemnifying party shall be responsible for any legal or other expenses incurred
by such indemnified party in connection with the defense of the action, suit,
investigation, inquiry or proceeding. No indemnifying party will consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

         6.4 CONTRIBUTION. If the indemnification provided for in Sections 6.1
or 6.2 hereof is unavailable to a party that would have been an indemnified
party under any such Section in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each party that would have been an indemnifying party thereunder shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the



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relative fault of such indemnifying party on the one hand and such indemnified
party on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof). The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or such indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties agree that it
would not be just and equitable if contribution pursuant to this Section 6.4
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
preceding sentence. The amount paid or payable by a contributing party as a
result of the losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to above in this Section 6.4 shall include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

         6.5 LIMITATION ON LIABILITY OF HOLDERS OF REGISTRABLE SECURITIES. The
liability of the Investors in respect of any indemnification or contribution
obligation of the Investors arising under this Section 6 shall not in any event
exceed an amount equal to the net proceeds to the Investors (after deduction of
all underwriters' discounts and commissions and all other expenses paid by the
Investors in connection with the registration in question) from the disposition
of the Registrable Securities disposed of by the Investors pursuant to such
registration.

7.  REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Investors the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration, the Company agrees
to:

                  (a) use its best efforts to make and keep public information
         available, as those terms are understood and defined in Rule 144;

                  (b) use its best efforts to file with the SEC in a timely
         manner all reports and other documents required of the Company under
         the Securities Act and the Exchange Act; and

                  (c) furnish to the Investors upon request (1) a written
         statement by the Company as to its compliance with the reporting
         requirements of Rule 144, the Securities Act and the Exchange Act, (2)
         a copy of the most recent annual or quarterly report of the Company and
         such other reports and documents so filed by the Company, and (3) such
         other information as may be reasonably requested in availing the
         Investors



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<PAGE>   9
         of any rule or regulation of the SEC which permits the selling of any
         such securities without registration or pursuant to Rule 144.

8.  ASSIGNMENT OF REGISTRATION RIGHTS. The right to cause the Company to
register Registrable Securities pursuant to Section 2 may be assigned by the
Investors only with the consent of the Company; PROVIDED, HOWEVER, that the
Investors shall be permitted to transfer such right to one or more of their
affiliates (as such term is defined in Rule 12b-2 under the Exchange Act)
without the consent of the Company. Any transferee to whom rights under this
Agreement are transferred shall (i) as a condition to such transfer, deliver to
the Company a written instrument by which such transferee agrees to be bound by
the obligations imposed upon the Investors under this Agreement to the same
extent as the Investors is itself so bound and (ii) be deemed to be an
additional Investor hereunder.

9.  NOTICES. All notices, requests, consents and demands shall be in writing and
shall be personally delivered, mailed (by first class or certified mail),
telecopied or delivered by any nationally recognized overnight delivery service
to the Company at:

         Precision Optics Corporation, Inc.
         22 East Broadway
         Gardner, Massachusetts 01440
         Attn: Jack P. Dreimiller
         Fax No.: (978) 630-1487

with a copy to:

         Ropes & Gray
         One International Place
         Boston, Massachusetts 02110
         Attn: Edward A. Benjamin
         Fax No.: (617) 951-7050

and to the Investors at:

         Special Situations Private Equity Fund, L.P.
         Special Situations Technology Fund, L.P.
         153 East 53rd Street, 51st Floor
         New York, New York 10022
         Attn: Austin Marxe
         Fax No.: (212) 832-5300



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<PAGE>   10
with a copy to:

         Hertzog, Calamari & Gleason
         100 Park Avenue
         New York, New York  10017
         Attn: David B. Hertzog
         Fax No. (212) 213-1199

or such other address as may be furnished in writing to the other parties
hereto. All such notices, requests, demands and other communication shall, when
mailed (registered or certified mail, return receipt requested, postage
prepaid), be effective four days after deposit in the mails, or, when personally
delivered, telecopied or delivered by any nationally recognized overnight
delivery service, be effective upon actual receipt.

10. ENTIRE AGREEMENT. This Agreement and the Subscription Agreement constitute
the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede any and all prior understandings and
agreements, whether written or oral, with respect to such subject matter.

11. AMENDMENTS, WAIVERS AND CONSENTS. Any provision in this Agreement may be
amended, and the observance thereof may be waived, if the Company shall obtain
consent thereto in writing from the Investors.

12. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the personal representatives, successors and assigns of the
respective parties hereto. Notwithstanding the foregoing sentence, the Company
shall not have the right to assign its obligations hereunder or any interest
herein without obtaining the prior written consent of the Investors.

13. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

14. GOVERNING LAW; CONSENT TO JURISDICTION.

         14.1 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic substantive laws of the State of New York,
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the domestic substantive laws of any other
jurisdiction.



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<PAGE>   11
         14.2 CONSENT TO JURISDICTION. Each of the parties agrees that all
actions, suits or proceedings arising out of or based upon this Agreement or the
subject matter hereof may be brought and maintained in the federal and state
courts of The State of New York. Each of the parties hereto by execution hereof:
(i) hereby irrevocably submits to the jurisdiction of the federal and state
courts in The State of New York for the purpose of any action, suit or
proceeding arising out of or based upon this Agreement or the subject matter
hereof and (ii) hereby waives to the extent not prohibited by applicable law,
and agrees not to assert, by way of motion, as a defense or otherwise, in any
such action, suit or proceeding, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that it is immune from
extraterritorial injunctive relief or other injunctive relief, that its property
is exempt or immune from attachment or execution, that any such action, suit or
proceeding may not be brought or maintained in one of the above-named courts,
that any such action, suit or proceeding brought or maintained in one of the
above-named courts should be dismissed on grounds of FORUM NON CONVENIENS,
should be transferred to any court other than one of the above-named courts,
should be stayed by virtue of the pendency of any other action, suit or
proceeding in any court other than one of the above-named courts, or that this
Agreement or the subject matter hereof may not be enforced in or by any of the
above-named courts. Each of the parties hereto hereby consents to service of
process in any such suit, action or proceeding in any manner permitted by the
laws of The State of New York, agrees that service of process by registered or
certified mail, return receipt requested, at the address specified in Section 9
hereof is reasonably calculated to give actual notice and waives and agrees not
to assert by way of motion, as a defense or otherwise, in any such action, suit
or proceeding any claim that such service of process does not constitute good
and sufficient service of process.

15. SEVERABILITY. If any provision of this Agreement shall be found by any court
of competent jurisdiction to be invalid or unenforceable, the parties hereby
waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable, and, as modified, shall
be enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.

16. COUNTERPARTS. This Agreement may be executed in counterparts, all of which
together shall constitute one and the same instrument.



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<PAGE>   12
         IN WITNESS WHEREOF, the Company, and the Investors have executed this
Agreement as of the date and year first above written.



                                             PRECISION OPTICS CORPORATION, INC


                                             By: /s/ Richard E. Forkey
                                                 -----------------------------
                                                 Title: President




                                             SPECIAL SITUATIONS PRIVATE EQUITY
                                                 FUND, L.P.


                                             By: /s/ Austin W. Marxe
                                                 -----------------------------
                                                 Title: Managing Director




                                             SPECIAL SITUATIONS TECHNOLOGY
                                                 FUND, L.P.


                                             By: /s/ Austin W. Marxe
                                                 -----------------------------
                                                 Title: Managing Director









                         [Registration Rights Agreement]